Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOFF JOHN C
  2. Issuer Name and Ticker or Trading Symbol
CRESCENT REAL ESTATE EQUITIES CO [CEI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman of Board, CEO
(Last)
(First)
(Middle)
777 MAIN STREET, SUITE 2100
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2005
(Street)

FORT WORTH TX 76102
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares               1,386,226 (1) D  
Common Shares               13,713 I By 401(k) Plan (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units of limited partnership of Operating Partnership (3) (4)               (5)   (6) Common Shares 1,660,410   830,205 D  
Units of limited partnership of Operating Partnership (3) (4)               (5)   (6) Common Shares 152,560   76,280 I By GFLP (7)
Employee Stock Option (Right to Buy) $ 15.8125               (8) 11/04/2009 Common Shares 400,000   400,000 D  
Option (Right to Buy) $ 31.625               (9) 11/04/2009 Units 100,000   100,000 D  
Option (Right to Buy) $ 35.02               (10) 02/18/2012 Units 1,278,571   1,278,571 D  
Option (Right to Buy) $ 35.02               (11) 02/18/2012 Units 221,429   221,429 D  
Option (Right to Buy) $ 35.125               (12) 07/15/2006 Units 290,122   290,122 D  
Units of limited partnership of Operating Partnership (3) (13)               (14) 06/30/2010(16) Common Shares 780,000   390,000 D  
Units of limited partnership of Operating Partnership (3) (15) 05/16/2005   A(17)   300,000     (17) 06/30/2010(16) Common Shares 600,000 (18) 300,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOFF JOHN C
777 MAIN STREET
SUITE 2100
FORT WORTH TX 76102
  X     Vice Chairman of Board, CEO  

Signatures

 David M. Dean, as Attorney-in-Fact on behalf of Reporting Person   05/18/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 2415 shares acquired under Issuer's Employee Stock Purchase Plan.
(2) Information based on most recent available plan statement of Crescent Real Estate Equities, Ltd. 401(k) Plan.
(3) Crescent Real Estate Equities Limited Partnership ("Operating Partnership")
(4) Each Unit is exchangeable for two Common Shares, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares, at discretion of Issuer.
(5) Immediately
(6) Not applicable
(7) Goff Family, L. P. ("GFLP") is a family limited partnership of which Reporting Person is a general partner. Reporting Person disclaims beneficial ownership of all Units held by GFLP in excess of his pecuniary interest in GFLP.
(8) Option granted November 5, 1999, pursuant to Issuer's Second Amended and Restated Stock 1995 Stock Incentive Plan; vested and became exercisable in 20% increments on first, second, third, fourth and fifth anniversary dates of grant.
(9) Option granted November 5, 1999, by Operating Partnership, in transaction exempt under Rule 16b-3, to purchase Units of limited partnership ("Units") of Operating Partnership. Option vested and became exercisable in 50% increments on third and fifth anniversaries of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer.
(10) Option granted February 19, 2002, by Operating Partnership, in transaction exempt under Rule 16b-3, to purchase Units of limited partnership ("Units") of Operating Partnership. 78,571 options vested and became exercisable on first anniversary of date of grant; 1,200,000 options vest and become exercisable in 20% increments on second, third, fourth and fifth anniversaries of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer.
(11) Option granted February 19, 2002, by Operating Partnership, pursuant to Operating Partnership's 1996 Unit Incentive Plan, to purchase Units of limited partnership ("Units") of Operating Partnership. Vested 100% on first anniversary of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer.
(12) Option granted July 16, 1996, by Operating Partnership, in transaction exempt under Rule 16b-3, to purchase Units of limited partnership ("Units") of Operating Partnership. 25% of options vested in 1997 as result of Issuer's Common Shares reaching $50 closing sale price for ten consecutive trading days; balance vested and became exercisable in seven annual installments beginning on first anniversary of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer.
(13) Beginning on second anniversary of date of grant, each vested Unit exchangeable for cash equivalent to market value of two Common Shares of Issuer stock or, at discretion of Issuer, but subject to shareholder approval, for two Common Shares of Issuer stock, subject to normal antidilution adjustments.
(14) Granted by Operating Partnership pursuant to 2004 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). 20% of Units vest when trailing 40 trading day closing sale price average ("Average Close") equals or exceeds $19; additional 20%, when Average Close equals or exceeds $20; additional 20%, when Average Close equals or exceeds $21; additional 20%, when Average Close equals or exceeds $22.50; and final 20%, when Average Close equals or exceeds $24. General Partner of Operating Partnership has discretionary authority to establish alternative vesting schedules based on Issuer's achievement of annual performance targets as determined from time to time by the Compensation Committee of General Partner.
(15) Beginning on second anniversary of date of grant, and subject to six-month holding period following vesting, each vested Unit exchangeable for cash equivalent to market value of two Common Shares of Issuer stock or, at discretion of Issuer, but subject to shareholder approval, for two Common Shares of Issuer stock, subject to normal antidilution adjustments.
(16) Applicable solely to unvested Units; not applicable to vested Units
(17) Grant on May 16, 2005, by Operating Partnership pursuant to 2005 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). 20% of Units vest when the average of the closing sale prices of a Common Share for the preceding 40 trading days ("Average Close") equals or exceeds $21; an additional 20%, when Average Close equals or exceeds $22.50; an additional 20%, when Average Close equals or exceeds $24; an additional 20%, when Average Close equals or exceeds $25.50; and the final 20%, when Average Close equals or exceeds $27. General Partner of Operating Partnership has discretionary authority to establish alternative vesting schedules based on Issuer's achievement of annual performance targets as determined from time to time by the Compensation Committee of General Partner.
(18) Not Applicable

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